Application as per QCA Code

 

The Company has established a strategy and business model, the purpose of which is to promote long-term value for shareholders. The principal activity of the Company is the development of a leading digital media publishing group focussing on gamers, trading card game enthusiasts and entertainment news. Gfinity is a recognised brand in the gaming sector and our websites cover several niches in the genre. We have proven our ability to connect directly with a global community of over 3.42 billion gamers. Within this market, Gfinity specialises in building highly engaged communities of gamers, that can be scaled and monetised. A network of Gfinity owned and operated websites create monetisation opportunities through advertising, brand partnerships and eCommerce activities, including related social platforms, these allow Gfinity to reach more than 2.1m gamers per month. Additionally, with the licence agreement for Connected IQ, we entered into the Connected TV advertising market, which is a $46 billion market, with a CAGR of 9.6% (Rethink Technology Research, May 2025). The Company’s AI powered models will bring a new level of sophistication to this market.

The business and operations of the Group are subject to a number of risk factors. These risk factors and the Group’s comments and mitigating actions against them are set out in the ‘Strategic Report – Strategic Risks’ section of the annual report.

The strategy and business model demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its medium to long-term future, and to deliver shareholder value in the medium to long-term.

Application as per QCA Code

 

The Board promotes a corporate culture that is based on ethical values and behaviours. The Board considers it an asset and source of competitive advantage to undertake its business and operations in an ethical manner.

The Board is responsible for setting the Group’s vision and the collaborative behaviour that is required to support this. These behaviours are communicated to staff through all staff meetings. The Chief Executive Officer is responsible for ensuring that the demonstration of these behaviours forms a key component of the Group’s annual appraisal process and remuneration structure.

Application as per QCA Code

 

The Board will work alongside its Nominated Adviser and other advisers to manage shareholders’ expectations in order to seek to understand the motivations behind shareholder voting decisions. The Board will take into account shareholder voting at any general meeting and any correspondence received by the Company from shareholders with respect to any matter relating to its business to further its understanding. Engaging with our shareholders strengthens our relationships with them and helps us make better business decisions. The Board receives feedback on all shareholder engagement activities undertaken across the Company, in order to constantly develop its understanding and help Gfinity to deliver on its strategic objectives.

Application as per QCA Code

 

Engaging with our stakeholders strengthens our relationships and helps us make better business decisions. The Board receives feedback on all stakeholder engagement activities undertaken across the Company, in order to constantly develop its understanding and help Gfinity to deliver on its strategic objectives. Such activities have included:

• Employee feedback
• Customer feedback sought at the completion of all major initiatives, which enables the Company to consistently improve is partner solutions business.
• Research undertaken to fully understand the ongoing wants and needs of the esports and video gaming community.

The Company monitors research on the impact of video gaming on society and takes this into account in the development of its products and in its decisions over which games to support.

Application as per QCA Code

 

As described above, the Company’s business and operations are subject to certain risks. The Board recognises that maintaining sound controls and a risk management framework is critical to ensuring that the Group maintains the focus and resources required to deliver on its stated strategy.

 

Overall responsibility for risk management and internal framework, lies with the Gfinity Board. As such the Board is updated on key risk areas at each Board meeting of which there are at least four per annum.

 

Gfinity also has an Audit Committee, which includes representation from each of the Company’s Non-Executive Directors. The Committee is responsible for monitoring the Company’s financial risk and controls framework and is provided with detailed financial and process documentation

 

Overall the Directors believe the Company’s approach to risk to be comprehensive, while still consistent with the Company’s aim of establishing a market leading position in a new and rapidly growing sector.

Application as per QCA Code

 

As a Board the directors have collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Board. The Company holds Board meetings at least four times each complete financial year, and at other times as and when required.

The Board currently comprises three directors (see below), two of whom are deemed to be independent non-executive directors for the purpose of corporate governance (being Hugo Drayton and Neville Upton).

The Board is responsible for:

 

• Setting the strategy across all Gfinity group companies;
• Defining the business model and the financial framework within which the business must operate;
• Setting and ensuring the implementation of the culture, to deliver success;
• Designing and implementing controls and the risk management framework;
• Ensuring communication with key stakeholders, including staff, shareholders, suppliers and customers;
• Appointing a senior Executive Team, capable of delivering on the defined strategy;
• Monitoring performance against the above areas and taking remedial actions as appropriate;
• Ensuring availability of capital to deliver on the chosen

The Board retains overall responsibility for ensuring strong corporate governance and is supported by the Audit, Nominations and Remuneration Committees. This section provides further detail on the composition and conduct of business of the board and its respective committees, together with information on how they discharge their responsibilities.

 

 

 

Board of Directors:

 

Neville Upton, Non-Executive Chairman	Appointed: 15 January 2014
After graduating at the London School of Economics, Neville joined Coopers & Lybrand where he qualified as a Chartered Accountant. Neville’s formative years were at Euromoney where he gained experience in finance, M&A and various commercial projects. After a brief spell at The Decisions Group as Finance and Operations Director, in 1998 he established a call centre business, The Listening Company, which specialised in multichannel communication applications and high-quality customer service solutions. The business was sold in 2011 to Serco for a sum in excess of £60 million, at which time it had a turnover of £82 million and employed 4,000 people. Neville co-founded Gfinity in 2012 and assumed the role of Chairman in March 2020.
David Halley, Chief Executive Officer	Appointed: 23 August 2023
David is an experienced entrepreneur and business executive having worked in the financial markets for 27 years. Prior to joining Gfinity, David was Director and Founder of Capstone Insurance Brokers Limited, a Hong Kong based company specialising in complex insurances, with a particular focus on cryptocurrency exchanges, which was exited to a UK based insurance company. Previously he had founded and exited Capstone Financial, a Hong Kong based asset manager, and prior to that had experience in the City with Flemings, JP Morgan and Man-Vector, a Mayfair based hedge fund. He joined Gfinity in August 2023 as CEO and Director.
Hugo Drayton,              Independent              Non-Executive Director	Appointed: 21 May 2021
Hugo has spent the past 30 years in publishing and media, as a pioneer in digital media, including planning and launching the UK’s first online newspaper – Electronic Telegraph, in 1994. He led Inskin Media, as CEO, for 10 years until 2020, growing it from start-up to a global, brand advertising business. Previously, he spent 10 years at The Telegraph Group, latterly as Group Managing Director. Hugo led Advertising.com, Europe, for 2 years, and was launch CEO of behavioural marketing company, Phorm. Hugo was, until 2024, a non-executive director on the board of FTSE250 Future plc and is an investor/advisor to several media and ad-tech businesses. He serves as a Trustee of the Felix Byam Shaw (Felix Project) and British Skin Foundation charities. His early career was spent overseas, in Europe and South America, with Coats Viyella, and launching automated telephony services across Europe with Reed Telemedia.

 

 

 

 

 

Board Composition and Performance

The composition of the Gfinity board is structured to contain the range of skills and personal qualities required to effectively discharge its duties. The board recognises that as Gfinity develops, within a rapidly growing sector the precise composition required shall change from time to time. Responsibility for reviewing the composition of the board and making recommendations for appointment and removal of directors rests with the Nominations Committee. Further details of this are provided below. Any such recommendations are subject to formal approval of the full board.

 

The board recognises the importance of diversity of skills and approach in effectively conducting its duties, and as such, has sought to appoint high calibre individuals from a wide range of backgrounds and sectors.

 

Role of Chair

The primary responsibility of the Chair is to lead the board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. As Chairman, Neville Upton also retains responsibility for oversight of the development and delivery of the Company’s strategy, supported by the Executive Director.

 

The Chair ensures that the board considers the key issues affecting the Group, both operationally and financially, and together with the Company Secretary ensures the correct information flows between the board, its respective committees and between the Independent Directors and senior management.

 

Role of Company Secretary

The Company Secretary acts as an adviser to the Chair and the board and plays a vital role in relation to both legal and regulatory compliance. The Company Secretary supports the work of the respective board committees and also acts as a confidential sounding board to the chairs of those committees.

 

Board Conduct of Business

Full board meetings are held quarterly, meaning a minimum of four meetings per annum to conduct the regular business of the board. Further full board meetings shall be held as required to provide approval on specific matters, including major corporate transactions and the allotment of new shares.

 

The quorum for a board meeting to be considered valid is two.

Attendance record:

Director	Number of Meetings Attended	Total Meetings in Period in Office
Neville Upton	4	4
David Halley	4	4
Hugo Drayton	4	4

 

 

Board Review and Performance

The board monitors its performance and composition on an ongoing basis and recognises that as the Company grows in a rapidly developing sector, the mix of skills required to best discharge its duties may change from time to time. Now that the business has decided to focus on its media division, it has reduced its board to a smaller team of Non-executive Chairman, Chief Executive and an additional Non-Executive Director

 

Governance

Performance of the board is assessed on an annual basis. This process is led by the Chair of the board, supported by the Chief Executive Officer, and assesses the board’s performance against its stated terms of reference, both in terms of the process by which business is conducted and the results achieved.

 

Audit Committee

The role of the Audit Committee is to provide confidence to shareholders on the integrity of the financial results of the Company, expressed in this annual report and accounts, and other relevant public announcements made by the Company. The Audit Committee also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the Company, and to make recommendations to the board for improvements in this regard.

 

The Audit Committee comprises:

 

Neville Upton (Chair)

Hugo Drayton

 

The committee met informally as required during the year.

 

Nominations Committee

The Nominations Committee ensures there is a robust process for the appointment of new board directors. The committee works closely with the board and the Chair to identify the skills, experience, personal qualities and capabilities required for the next stage in the Company’s development, linking the Company’s strategy to future changes on the board. Only the Nominations Committee is able to formally submit a recommendation to the board for the appointment of a new director. All such recommendations are still subject to the approval of the board.

 

The Nominations Committee comprises:

 

Hugo Drayton (Chair)

Neville Upton

 

The committee met informally as required during the year.

 

Remuneration Committee

 

The Remuneration Committee is responsible for outlining the principles of remuneration strategy to be applied across the Gfinity Group. It also directly approves the remuneration of all directors, together with the grant of any option over shares in Gfinity plc.

 

Compensation is based on an expectation that the director will spend a minimum of 30 days a year on work for the Company. This will include attendance at a minimum of four Board meetings per annum, each general meeting, plus other activities as agreed with the Executive team from time to time, including membership of board committees.

 

Non-Executive Directors may support additional projects over and above their role as Non-Executive Directors and may be remunerated at or below market rate for those services. The extent of such services must not, however, compromise their status as Non-Executives, independent of the Executive team.

 

The Remuneration Committee comprises:

 

Hugo Drayton (Chair)

Neville Upton. 

 

The committee met informally as required during the year.

Application as per QCA Code

 

The Board believes that the Company has adopted, and will maintain, governance structures and processes that are fit for purpose and support good decision-making by the Board. As noted above, the Company has audit, and remuneration & nominations committees. The Board believes these committees provide for governance structures and processes in line with its corporate culture and appropriate to its size and complexity; and capacity, appetite and tolerance for risk.

These governance structures may evolve over time in parallel with the Company’s objectives, strategy, and business model and plan to reflect the development of the Company.

The biographical details of the directors are set out above. The biographies demonstrate that collectively the Board has an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of individual personal qualities and capabilities. The directors understand the need for diversity, including gender balance, as part of its composition and will keep this under review. Currently the Board, comprising three persons, has two independent non-executive directors, being Hugo Drayton and Neville Upton.

The Board understands that as companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change. It is considered that at this stage there is no need to seek additional experience, skills and capabilities on the Board.

Application as per QCA Code

 

The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. As part of this process, the Board will assess its success against a number of criteria including:

 

• Does the strategy that it has set continue to deliver long term shareholder value in a rapidly evolving sector;
• How clearly is that strategy communicated to the Executive team and are the decisions being taken by management aligned to the overall strategy;
• Does the Company have the appropriate resources, both financial and otherwise to deliver on the Strategy;
• Is the Board displaying the right behaviours to promote the desired culture across the Company;
• Does the composition of the Board remain appropriate for the next phase of the Company’s growth.

 

It was through the above assessment process that the Board elected to make a number of personnel changes in June 2023, reducing the Board to a small size with a relevant mix of experience of managing small business, digital media and video games market.

 

All Directors undergo a performance evaluation before being proposed for re-election to ensure that their performance is, and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role. Appraisals are also carried out on an annual basis with all Executive Directors.

 

All Director appointments are subject to ratification at the following AGM. Directors are subject to re-election at each AGM.

Application as per QCA Code

 

The Board recognises that the remuneration of directors (both executive and non-executive) and senior management is of legitimate concern to shareholders and is committed to following current best practise. The Group operates within a competitive environment and its performance depends upon the individual contributions of the directors and senior management.

The objective of the Company’s remuneration policy is to incentivise long-term growth and shareholder returns. The policy of the Board is to provide remuneration packages designed to attract, motivate and retain personnel of the calibre necessary to maintain the Group’s position, and to reward them for enhancing shareholder value and returns. It aims to provide sufficient levels of remuneration to do this, but to avoid paying more than is necessary. Remuneration packages also reflect levels of responsibilities and contain incentives to deliver the Group’s objectives, in line with the Company’s purpose, strategy and culture.

Application as per QCA Code

 

The Company maintains a dialogue with shareholders and other key stakeholders by the issue of press releases as required by AIM.

The Board receives detailed updates at Board meetings in order for it to be able to come to an informed decision on the Company’s present performance and associated strategy.

 

Gfinity maintains ongoing dialogue with shareholders through a number of channels including:

 

• AGMs and where required General Meetings attended by both Executive and Non-Executive Directors;
• Meetings between shareholders and members of the Executive Management team;
• Publication of full year and half year reports and accounts;
• Announcements of all material news via Regulatory News Service;
• and Maintenance of the website, gfinityplc.com, as a hub for all relevant news.